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By Chris Roush
March 16, 2009
With business journalists facing the beginning of the proxy season – that time of the year when public companies disclose what they paid their top executives – let’s review what to look for and what to ignore in these SEC filings.
First of all, you’re looking for a document called a DEF 14A. That’s the formal name for a proxy statement. And it has all kinds of useful information.
But don’t get bogged down in the minutiae of the document. The story is almost always – in other words, about 99 percent of the time – what the top executive made last year, and how that number changed from the previous year. Look for these numbers in the chart that details the compensation for the top five executives.
Ideally, I’d like to see the change in the top person’s pay compared to the performance of the company. If the pay rose 5 percent, then did the net income and the stock price of the company also rise?
In terms of compensation, it’s always important to check out the compensation committee report. This will often detail why the CEO received, or didn’t receive, a raise in the past year. It may also state if the CEO’s base salary is going to increase for the coming year.
I’m also a big fan of looking at the business relationships that the outside board members have with the company. Sometimes these can detail interesting, and cozy, disclosures.
It’s also smart to check out the board itself. Are there new members being nominated? If so, why are the old ones leaving? Such changes may indicate unrest on the board.
Let’s ignore the shareholder proposals, OK? While the often sound confrontational and idealistic, rarely if ever do proposals from outside shareholders pass. Some of these proposals have been proposed for nearly a decade as well, and have never gotten close to getting the required votes.
Finally, let’s not forget why proxy statements are issued. They are an invitation for shareholders to attend the company’s annual meeting. Don’t forget to include, near the end of your story, when and where the annual meeting will be held.
You can thank me later when the retirees who own the company stock don’t call you to ask for that information.
Copyright © 2009 Donald W. Reynolds National Center for Business Journalism